Item 8.01 Other Events.

On December 3, 2019, Mastercard Incorporated (the "Company") completed an offering of $750,000,000 aggregate principal amount of its 2.000% Notes due 2025 (the "2025 Notes"). The offering of the Notes was made pursuant to the Company's Registration Statement on Form S-3 (File No. 333-223679), which Registration Statement relates to the offer and sale on a delayed basis from time to time of an indeterminate amount of the Company's debt securities. Further information concerning the Notes and related matters is set forth in the Company's Prospectus Supplement dated November 25, 2019, which was filed with the Securities and Exchange Commission on November 27, 2019.

In connection with the issuance of the Notes, the Company entered into an Underwriting Agreement (the "Underwriting Agreement") with Deutsche Bank Securities Inc., Lloyds Securities Inc., Mizuho Securities USA LLC and Santander Investment Securities Inc. as representatives (the "Representatives") of the several underwriters listed in Schedule II to the Underwriting Agreement. The foregoing description of the Underwriting Agreement is qualified in its entirety by the terms of such agreement, a copy of which is attached hereto as Exhibit 1.1 and is incorporated by reference herein.

The Notes were issued pursuant to an Indenture with Deutsche Bank Trust Company Americas, as trustee, dated as of March 31, 2014 (the "Indenture"), together with the officer's certificate dated as of December 3, 2019 establishing the terms of the Notes (the "Officer's Certificate"). The Officer's Certificate is attached hereto as Exhibit 4.1 and is incorporated by reference herein. The form of the 2025 Notes is attached hereto as Exhibit 4.2 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits

 Exhibit
   No.                                       Description

    1.1            Underwriting Agreement, dated as of November 25, 2019, among the
                 Company and the Representatives

    4.1            Officer's Certificate of the Company, dated as of December 3, 2019


    4.2            Form of Global Note representing the Company's 2.000% Notes due
                 2025 (included in Exhibit 4.1)

    5.1            Opinion of Davis Polk & Wardwell LLP

   23.1            Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1)

   104           Cover Page Interactive Data File - the cover page interactive data
                 file does not appear in the Interactive Data File because its XBRL
                 tags are embedded within the Inline XBRL document.

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